What changed in this filing

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Item 1. Business

2025-09-03 compared with 2024-08-28 · 43 added, 58 removed, 242 unchanged (29% of the section changed)

9 unchanged sentences

Salons are primarily located in strip center locations and Walmart Supercenters.

The Company reports its operations in two operating segments:

franchise and company-owned.

Service revenues comprise approximately 94% of total company-owned salon revenues.

Financial information about our segments and geographic areas for fiscal years 2025, 2024, and 2023 are included in Note 15 to the Consolidated Financial Statements in Part II, Item 8, of this Form 10-K.

As of June 30, 2024, 99.6% of our salons are owned by franchisees.

The remaining 17 company-owned salons will be sold or closed when the related leases expire or terminate.

Industry Overview:

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The Company continually strives to improve its performance in each of these areas and to create additional points of brand differentiation versus the competition.

Salon Franchising Program:

We provide our franchisees with a comprehensive system of business training, stylist education, site approval, professional marketing, promotion, and advertising programs, and other forms of ongoing support designed to help franchisees build successful businesses.

Historically, we have signed the salon lease and then subleased the space to our franchisees.

We provide our franchisees and company-owned salons with a comprehensive system of business training, stylist education, site approval, professional marketing, promotion, and advertising programs, and other forms of ongoing support designed to help franchisees build successful businesses.

Historically, we signed the salon lease and then subleased the space to our franchisees.

In December 2024, the Company acquired Super C Group, LLC, doing business as Alline Salon Group (Alline), bringing a portfolio of 314 salons across the Supercuts, Cost Cutters and Holiday Hair brands back under Regis (the Alline Acquisition).

Although the Company's main focus remains supporting and driving franchisee sales and profitability, this transaction marks a major milestone in shaping and best positioning the Company for growth and value creation moving forward.

Standards of Operations.

18 unchanged sentences

SmartStyle and Cost Cutters in Walmart Supercenters

The majority of existing SmartStyle and Cost Cutters franchise agreements for salons located in Walmart Supercenters have a five-year term with a five-year option to renew.

The majority of existing SmartStyle and Cost Cutters franchise agreements for salons located in Walmart Supercenters have a five-year term with a two or five-year option to renew.

The franchise agreements are site specific.

Cost Cutters (not located in Walmart Supercenters), First Choice Haircutters and Magicuts

Cost Cutters (not located in Walmart Supercenters), First Choice Haircutters, Magicuts and Roosters Men’s Grooming Center (Portfolio Brands)

The majority of existing Cost Cutters franchise agreements have a 15-year term with a 15-year option to renew (at the option of the franchisee), while the majority of First Choice Haircutters franchise agreements have a 10-year term with a five-year option to renew.

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Franchisees may enter into development agreements with the Company, which provide limited territorial protection.

Roosters Men’s Grooming Center

Roosters franchise agreements have a 10-year term with a 10-year option to renew (at the option of the franchisee).

New franchisees enter into a franchise agreement concurrent with the opening of their first store, along with a development agreement with the right to open two additional locations.

New franchisees enter into a franchise agreement concurrently with the opening of their first store, along with a development agreement with the right to open two additional locations.

Franchisee Training.

The Company provides new franchisees with training, focusing on the various aspects of salon management, including operations, management training, marketing fundamentals and controls.

Existing franchisees receive

training, counseling, and information from the Company on a regular basis.

Existing franchisees receive training, counseling, and information from the Company on a regular basis.

The Company provides franchise salon managers and stylists with access to technical training resources.

30 unchanged sentences

See Note 3 to the Consolidated Financial Statements in Part II, Item 8, of this Form 10-K.

As of August 2024, all our salons have transitioned to the Zenoti salon technology platform.

As of August 2024, all our salons transitioned to the Zenoti salon technology platform.

We also use mobile applications to allow guests to view wait times and interact in other ways with salons.

1 unchanged sentence

Our corporate headquarters is referred to as Salon Support.

We take a service-oriented mentality to best support our franchisees and oversee our remaining company-owned locations.

We take a service-oriented mentality to best support our franchisees and oversee our company-owned locations.

Salon Support and our associated priorities are aligned with our brands to enhance the effectiveness and efficiency of the service we provide.

Salon Support is primarily located in Minneapolis, Minnesota while allowing for hybrid and remote work.

Salon Support is located in Minneapolis, Minnesota while allowing for hybrid and remote work.

Salon Concepts:

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This concept has primarily a "walk-in" guest base with value pricing.

The Company has 1,232 franchised and 8 company-owned SmartStyle and Cost Cutters salons located in Walmart Supercenter locations throughout North America.

The Company has 1,049 franchised SmartStyle and Cost Cutters salons located in Walmart Supercenter locations throughout North America.

Portfolio Brands.

Portfolio Brands salons are made up of acquired regional salon groups operating under the primary concepts of Cost Cutters, First Choice Haircutters, Roosters, Hair Masters, Cool Cuts for Kids, Style America, Famous Hair, Magicuts, Holiday Hair, and TGF, as well as other concept names.

Portfolio Brands salons are made up of acquired regional salon groups operating under the primary concepts of Cost Cutters, First Choice Haircutters, Roosters, Hair Masters, Magicuts and Holiday Hair, as well as other concept names.

Most concepts offer a full range of custom hairstyling, cutting and coloring services, as well as professional hair care products.

1 unchanged sentence

International Salons.

International salons are locations operating in the United Kingdom, primarily under the Supercuts and Regis concepts.

The Company's International salons are locations operating in the United Kingdom, primarily under the Supercuts and Regis concepts.

These salons offer similar levels of service as our North American salons.

1 unchanged sentence

The Company has 71 franchised international locations.

Canadian and Puerto Rican salons are included in the North American salon totals.

The tables below set forth the number of system-wide locations (franchised and company-owned) and activity within the various salon concepts.

16 unchanged sentences

Total franchise and company-owned salons 3,941 4,408 4,863

Constructed locations (net relocations)

Constructed locations (net of relocations)

2025 2024 2023

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_____________________________________________________________________________

(1) Canadian and Puerto Rican salons are included in the North American salon totals.

(2) During fiscal years 2024, 2023, and 2022, the Company sold 10, 1, and 110 salon locations, respectively, to franchisees.

(1) Total company-owned salons for fiscal year 2025 includes salons acquired through the Alline Acquisition.

Affiliated Ownership Interest:

21 unchanged sentences

These values support a collaborative and inclusive culture that is critical to the success and growth of our Company.

To help reinforce our values and incorporate them into everything we do, we have a values committee comprised of cultural ambassadors who serve as the voice of employees and help ensure a best-in-class employee experience.

As of June 30, 2025, the Company employed 1,777 employees.

14 unchanged sentences

In addition, its short- and long-term incentive plans are aligned with its core values and key business objectives, which are intended to motivate strong performance.

Development and Engagement

We continued our investment in learning and development by adding more content to the Learning Hub and the Beauty of Series.

In fiscal year 2024, we included content on diversity, equity, and inclusion to further this commitment, raise awareness, and enhance engagement through inclusivity.

Corporate Responsibility

4 unchanged sentences

The Company is subject to various federal, state, local and provincial laws affecting its business, as well as a variety of regulatory provisions relating to the conduct of its beauty-related business, including health and safety.

At the end of fiscal year 2020, the majority of state and local governments where we operate temporarily mandated the closure of our salons in response to the COVID-19 global pandemic.

These pandemic related government-mandated closures continued into fiscal year 2021 and into fiscal year 2022 in parts of Canada.

We monitor state and local regulations carefully to ensure the safety of our stylists and guests.

10 unchanged sentences

The Company believes it is operating in substantial compliance with applicable laws and regulations governing all its operations.

The Company previously maintained an ownership interest in Empire Education Group, Inc.

In May 2024, the Company sold its ownership interest in EEG to the other owner.

The sale did not have a significant impact on the Company's operations or financial position.

When the Company held a majority ownership interest in EEG it was a co-signatory to the Title IV program participation agreements of the EEG schools with the Department of Education.

As a co-signatory to the Title IV program participation agreements, the Department of Education could hold the Company responsible for EEG's Title IV program liabilities.

In connection with the sale, Regis is no longer a co-signatory to the Title IV program participation agreements of the EEG schools with the Department of Education.

Financial Information about Foreign and North American Operations

6 unchanged sentences

The Company makes available, free of charge, copies of its annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after filing such material electronically or otherwise furnishing it to the SEC.

Executive Officers of the Registrant:

Information about our Executive Officers:

On June 20, 2025, Matthew Doctor, the President and Chief Executive Officer and a member of the Board of Directors (the "Board") of the Company notified the Board that he would resign his positions, effective June 30, 2025.

Upon receiving such notice, the Board appointed Jim Lain, the Company’s Executive Vice President, Brand Operations - Supercuts and Cost Cutters, to serve as Interim President and Chief Executive Officer, effective July 1, 2025, after which Mr.

Doctor continued to provide services to the Company as a part-time employee through August 31, 2025, pursuant to a Resignation and Transition Letter Agreement between the Company and Mr.

The Board has commenced a comprehensive search for a permanent successor.

Information relating to the Executive Officers of the Company follows:

Name Age Position

John Davi 46 Executive Vice President, Chief Digital Officer

Michelle DeVore 41 Senior Vice President, Head of Marketing

Matthew Doctor 37 President and Chief Executive Officer

Michael Ferranti 42 Executive Vice President, Brand Operations - SmartStyle, First Choice Hair, Roosters, and Portfolio Brands

Jim Lain 61 Executive Vice President, Brand Operations - Supercuts and Cost Cutters;

Interim President and Chief Executive Officer

James Suarez 50 Executive Vice President, Merchandising and Education

Kersten Zupfer 50 Executive Vice President, Chief Financial Officer

John Davi was appointed to Executive Vice President and Chief Digital Officer in July 2022.

Previously, he served as Executive Vice President and Chief Technology Officer from October 2021 to July 2022.

Prior to joining the Company, Mr.

Davi served as an advisor at Apostrophe, a wellness and fitness services company, from July 2012 to October 2021, as Chief Product Officer for BriteCore, a cloud-based insurance solution for personal and commercial insurance providers, from November 2019 to November 2020, Senior Vice President of Product at MINDBODY, Inc., a wellness and fitness services company, from February 2018 to September 2019, founding Vice President of Product for Diffbot, and Head of Engineering for Cisco Systems' Media Solutions Group.

Michelle DeVore was appointed to Head of Marketing in August 2022.

3 unchanged sentences

DeVore served as a consultant at StudioMDV, LLC, an advertising services company, from March 2019 to August 2022, as Vice President E-commerce Marketing at Aerus, LLC, an air and surface purification manufacturer, from October 2017 to March 2019, and she directed digital transformation and growth in a variety of roles and as a consultant focused on brand strategy, digital innovation and e-commerce.

Matthew Doctor was appointed to President and Chief Executive Officer in May 2022, after holding such position on an interim basis since December 2021.

Previously, he served as Executive Vice President and Chief Strategy Officer from February 2021 to December 2021, and as a consultant to the Company from December 2020 to February 2021.

Prior to joining the Company, he was Chief Financial Officer of Kava Restaurants, LLC, a Tim Horton's franchisee, from May 2018 to December 2020.

Earlier in his career, Mr.

Doctor worked in business development at Restaurant Brands International and was in investment banking with J.P.

Michael Ferranti was appointed to Executive Vice President, Brand Operations - SmartStyle, First Choice Hair, Roosters, and Portfolio Brands in August 2024.

Since joining the company in March 2021, he has held various leadership roles, including overseeing the People, Legal, and Real Estate functions.

Before joining Regis, Michael was Head of M&A for Subway Restaurants North America and Global Head of Development, HR, IT, and Chief Administrative Officer at Le Pain Quotidien, an international bakery chain.

He also served as Vice President of People & Performance for the U.S.

and Canada at Kraft Heinz.

Michael’s extensive franchising background began at Burger King, where he held various roles, including Vice President of People, Procurement, Finance & IT, and Vice President, General Manager for South and Southeast Asia, based in Singapore.

He later became CEO of Perfect Combo Limited, a Burger King franchisee, leading operations in Hong Kong and Taiwan.

Jim Lain was appointed to Executive Vice President, Brand Operations - Supercuts and Cost Cutters in August 2024.

Previously, as Executive Vice President and Chief Operating Officer, Jim played a pivotal role in transforming Regis into a leader in the haircare industry.

Joining Regis in 2013, Jim brought over 25 years of operations leadership experience, where he spearheaded initiatives that drove operational excellence and elevated the performance of iconic brands like Supercuts, SmartStyle, Cost Cutters, First Choice Haircutters, Roosters, and other legacy brands.

Before Regis, Jim made significant contributions at Gap Inc., where he served as Vice President of Operations for Gap Specialty Stores in the U.S.

In this role, he was responsible for steering a $2.5 billion business across 750 stores, enhancing operational efficiency, and driving growth in a highly competitive market.

Prior to his experience with Gap, Jim was Vice President of Operations at Galyan's Trading Company Inc.

/ Dick's Sporting Goods and held several field management positions at Target Stores Inc.

He previously served as Executive Vice President and Chief People Officer from December 2021 to August 2024, and as Senior Vice President, People and Culture from March 2021 to December 2021.

Before joining the Company, Mr.

Ferranti was Head of M&A and Franchising for Subway Restaurants U.S.

and Canada, a restaurant brand, from September 2020 to March 2021.

Prior to Subway Restaurants, he served as Global Head of Development, HR, IT, Chief Administrative Officer at Le Pain Quotidien, a bakery café chain, from October 2018 to November 2019.

Earlier in his career, he held a variety of leadership roles with KraftHeinz and Restaurant Brands International.

The Board appointed Jim Lain, the Company’s Executive Vice President, Brand Operations - Supercuts and Cost Cutters, to serve as Interim President and Chief Executive Officer, effective July 1, 2025.

Lain has served as Executive Vice President, Brand Operations - Supercuts and Cost Cutters since August 2024 and continues to fill that role in addition to his responsibilities as Interim President and Chief Executive Officer.

Previously, Mr.

Lain served as Executive Vice President and Chief Operating Officer from December 2021 to August 2024.

Prior to which, he served as President of SmartStyle from June 2021 to December 2021 and President of Portfolio Brands from December 2020 to June 2021.

Lain served as a consultant to the Company from July 2020 to December 2020 and as Executive Vice President and Chief Operating Officer from November 2013 to July 2020.

James Suarez was appointed to Executive Vice President, Merchandising and Education in August 2023.

As part of that role, Mr.

Suarez assumed leadership of the company-owned salons acquired through the Alline Acquisition in December 2024.

Prior to his promotion to Executive Vice President, Merchandising and Education, Mr.

Suarez had 26 years of combined salon operations and education experience at the Company, including Senior Vice President of Merchandising and Education from March 2022 to August 2023, Vice President of Merchandising and Education from October 2021 to February 2022 and as Vice President of Education from August 2017.

Kersten Zupfer was appointed to Executive Vice President and Chief Financial Officer in November 2019.

Beginning in August 2024, Ms.

Zupfer has responsibility for People, Legal, and Real Estate functions.

For more than 13 years before her promotion to Chief Financial Officer, Ms.

2 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business